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Table of Contents
United States Securities and Exchange Commission
Washington, D.C. 20549
 
FORM 10-K
 
☑ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended April 27, 2024
 
or
 
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to _________
 
Commission file number 1-14170
 
NATIONAL BEVERAGE CORP.
(Exact name of Registrant as specified in its charter)
 Delaware  59-2605822 
 (State of incorporation)  (I.R.S. Employer Identification No.) 

 
8100 SW Tenth Street, Suite 4000, Fort Lauderdale, Florida 33324
(Address of principal executive offices including zip code)
 
Registrant’s telephone number, including area code: (954) 581-0922
 
Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each class  Trading Symbol(s)  Name of each exchange on which registered 
 Common Stock, par value $.01 per share  FIZZ  The NASDAQ Global Select Market 

 
Securities registered pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes ☐  No ☑
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ☐  No ☑
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. 
Yes ☑ No ☐
 
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes ☑ No ☐
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:  Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





     
   






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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☑
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☑
 
The aggregate market value of the common stock held by non-affiliates of Registrant computed by reference to the closing sale price of $45.22 on October 27, 2023 was approximately $1.1 billion.
 
The number of shares of Registrant’s common stock outstanding as of June 24, 2024 was 93,580,046.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Registrant’s Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.
 





     
   






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TABLE OF CONTENTS
  



 PART I 
 
 PAGE 


 
 ITEM 1. 
 Business 
 1 


 
 ITEM 1A. 
 Risk Factors 
 9 


 
ITEM 1B.
Unresolved Staff Comments
10


 
 ITEM 1C. 
 Cybersecurity 
 10 


 
 ITEM 2. 
 Properties 
 11 


 
 ITEM 3. 
 Legal Proceedings 
 11 


 
 ITEM 4. 
 Mine Safety Disclosures 
 11 


 
 
 
 


 PART II 
 
 


 
 ITEM 5.  
 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
 11 


 
 ITEM 6. 
 Reserved 
 12 


 
 ITEM 7. 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 
 13 


 
 ITEM 7A. 
 Quantitative and Qualitative Disclosure About Market Risk 
 17 


 
 ITEM 8. 
 Financial Statements and Supplementary Data 
 18 


 
 ITEM 9. 
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
 36 


 
 ITEM 9A. 
 Controls and Procedures 
 36 


 
 ITEM 9B.  
 Other Information 
 37 


 
 ITEM 9C. 
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
 38 


 
 
 
 


 PART III 
 
 


 
 ITEM 10.  
 Directors, Executive Officers and Corporate Governance 
 39 


 
 ITEM 11. 
 Executive Compensation 
 39 


 
 ITEM 12. 
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
 39 


 
 ITEM 13.  
 Certain Relationships and Related Transactions, and Director Independence 
 40 


 
 ITEM 14. 
 Principal Accounting Fees and Services 
 40 


 
 
 
 


 PART IV 
 
 


 
 ITEM 15. 
 Exhibits, Financial Statement Schedules 
 40 


 
 ITEM 16. 
 Form 10-K Summary 
 40 


 
 
 
 


 
 SIGNATURES 
 43 




 




        
     






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PART I

 
 




 ITEM 1. 
 BUSINESS  



 
GENERAL
 
National Beverage Corp. innovatively refreshes America with a distinctive portfolio of sparkling waters, juices, energy drinks and, to a lesser extent, carbonated soft drinks. We believe our creative product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, make National Beverage unique as a stand-alone entity in the beverage industry.
 
Points of differentiation include the following:
 
Healthy Transformation – We focus on developing and delighting consumers with healthier beverages in response to the global shift in consumer buying habits and lifestyles. We believe our portfolio satisfies the preferences of a diverse mix of consumers including ‘crossover consumers’ – a growing group desiring healthier alternatives to artificially sweetened or high- calorie beverages.
 
Creative Innovations – Building on a rich tradition of flavor and brand innovation with more than a 135- year history of development with iconic brands such as Shasta® and Faygo®, we have extended our flavor and essence leadership and technical expertise to the sparkling water category. Proprietary flavors and our naturally-essenced beverages are developed and tested in-house and made commercially available only after extensive concept and sensory evaluation. Our variety of distinctive flavors provides us with a unique advantage with today’s consumers who demand variety and refreshing beverage alternatives.
 
Innovation Ethic – We believe that innovative marketing, packaging and consumer engagement is more effective in today’s marketplace than traditional higher-cost national advertising. In addition to our cost-effective social media platforms, we utilize regionally-focused marketing programs and in-store “brand ambassadors” to interact with and obtain feedback from our consumers. We also believe the design of our packages and the overall optical effect of their placement on the shelf (“shelf marketing”) has become more important as millennials and younger generations become increasingly influential consumers and are now influencing baby boomers and older generations.

     
  
 




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Creative Dynamics – In a beverage industry dominated by the “cola giants”, we pride ourselves on being able to respond faster and more creatively to consumer trends than competitors burdened by legacy production and distribution complexity and costs. The ability to identify consumer trends and create new market-leading concepts defines our new product development model. Speed to market with the appropriate concept, unique flavor creation and trend forward ‘better-for-you’ ingredients continues to be our goal. Internal development teams are responsible for concept creation, packaging and design, which allow for rapid ‘go to market’ timing and reduced development costs. We strive to provide retailers and consumers with the most innovative flavors and packaging in the industry. Two of our LaCroix distinctive variety packs, as well as Zero Sugar Shasta and three new flavors of Rip It, were recently honored as top recipients of the International Davey Awards for creativity.  Presently, our primary market focus is the United States and Canada. Certain of our products are also distributed on a limited basis in other countries and options to expand distribution to other regions are being considered.
 National Beverage Corp. is incorporated in Delaware and began trading as a public company on the NASDAQ Stock Market in 1991. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.
 
 
BRANDS
 



Our brands consist of beverages geared to the active and health-conscious consumer (“Power+ Brands”) including sparkling waters, energy drinks and juices. Our portfolio of Power+ Brands includes LaCroix®, LaCroix Cúrate® and LaCroix NiCola® sparkling water products; Clear Fruit®; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice- based products. Additionally, we produce and distribute carbonated soft drinks (“CSDs”) including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 100 years.
 


 



 
 
 
 
POWER+ BRANDS –
 
LaCroix







 
 
 LaCroix Sparkling Water, our most significant brand, has uniquely redefined the Sparkling Water category that is rapidly becoming the alternative to traditional carbonated soda. With zero calories, zero sweeteners and zero sodium, LaCroix leads the premium domestic sparkling water category. Naturally-essenced, LaCroix has gained the support of national retailers in multiple channels, including mass-merchandisers, club stores, drug stores, mainstream supermarkets and natural and specialty food retailers. In 2024, Newsweek once again named LaCroix as one of  "The Most Trusted Brands in America” based on a survey of U.S. shoppers. Additionally, the classic flavor of LaCroix Lime claimed the top spot in the sparkling water category in the 2024 AllRecipes Golden Cart Awards. Renowned for their culinary expertise, the All Recipes' Allstars praised the fresh flavor of LaCroix Lime as “super thirst-quenching”.   Continual flavor and packaging innovations for LaCroix in recent years include the newest LaCroix flavor, Mojito. Mojito, launched in the third quarter of the fiscal year ended April 27, 2024 (“Fiscal 2024”), brings the sensory feel of paradise to consumers. Mojito joins the most recent addition of Cherry Blossom – a botanical twist of sweet and just a ‘kiss’ of tart.           



 




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 Other successful LaCroix recent additions include Beach Plum with its delectable coolness of the luscious fruit native to the east coast of the U.S; Black Razzberry’s decadent, smooth and irresistible fruit flavor; the sweet tropical delicacy of Guava São Paulo; Hi-Biscus, a unique flavor that adds the delicate essence of the hibiscus flower to sparkling water; the enticing savor of LimonCello, which instantly transports fans to the Italian Riviera; and the refreshing taste of Pastèque, which captures the lusciousness of a sweet picnic watermelon.   These innovative new varieties are part of the LaCroix family of 30 refreshingly innocent flavors.   LaCroix’s dynamic ‘theme’ LaCroix Cúrate® (‘Cure Yourself’) celebrates French sophistication with Spanish zest and bold flavor pairings. Packaged in sleek 12 oz. tall cans, popular flavors include Cerise Limón, which pairs sweet cherry with tangy lime for a tasteful infusion that tickles the senses; Piña Fraise, an aromatic combination of pineapple and ripe strawberries that creates a tropical blend delight; and Múre Pepino, which combines sweet and sour blackberry notes with crisp cucumber to create a sensory and taste sensation.   Additional LaCroix flavors are in development that will continue to feature unique packaging and flavor concepts designed to capitalize on LaCroix brand loyalty and popularity of the sparkling water category. 
 




 



 
 
Everfresh and Mr. Pure
 







 
 
 Everfresh and Mr. Pure 100% juice and juice drinks are available in a variety of flavors, from such classics as Orange, Cranberry and flavored lemonades to exotics that include Papaya, Pineapple Mango, Peach Watermelon and Island Punch. The brands’ signature package is a hot-filled, 16 oz. glass bottle designed for single-serve consumption.   Everfresh Premier Varietals, a unique theme from Everfresh, is positioned as a stand-alone brand for display in the produce section of supermarkets. Everfresh Premier Varietals is a premium line of apple juice derived from a variety of apples specific to the taste of the varietal, such as Granny Smith, McIntosh, Honey Crisp, Golden Delicious, Fuji and Pink Lady. 



 
 



 Clear Fruit   Clear Fruit is a crisp, clear, non-carbonated water beverage enhanced with fruit flavors. Clear Fruit is available in 13 delicious flavors, including consumer favorites Cherry Blast, Strawberry Watermelon and Fruit Punch. Clear Fruit is available in 20-ounce and 16.9-ounce bottles with consumer-favored sports caps. 
 






 



 




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Rip It
 







 
 
   RIP It Energy Fuel offers ‘Flavors for All!’ with 19 unique flavors and four sugar-free options. In addition to all-time consumer favorites, Tribute, Citrus X, Cherry Lime and Power, newly launched ‘Re-Energizzed’ Rip It flavors include Skr’eech In with its luscious strawberry-peach taste and the exotic and mysterious flavor of Dragon Fire. These newest additions join pineapple YOLO; watermelon-flavored Melon Hi; and the sweet and wild cotton candy experience of Can’D Man. Building on the flavor tradition of original Rip It, a 2 oz. sugar- free shot version in six flavors is marketed in displayable package configurations. RIP It proudly supports military and first responder heroes at home and abroad. 



 
 
Carbonated Soft Drinks – 
 







 
 
Currently celebrating its 135th Anniversary, Shasta is recognized as a bottling industry pioneer and innovator. Shasta features multiple flavors and has earned consumer loyalty by delivering value and convenience with unique taste. In the first quarter of Fiscal Year 2024, Shasta launched three all-time consumer favorites reformulated with Zero Sugar — Shasta Zero Sugar Tiki Punch, Zero Sugar California Dreamin’ and Zero Sugar Mountain Rush. Additional Zero Sugar Shasta flavors will be on shelves late Summer 2024.


   


 
 With more than 135 years of brand history, Faygo products include numerous unique flavors such as Red Pop, Moon Mist, Cotton Candy and Rock’n’Rye. Faygo is celebrated in the Midwest as the “The One True Pop.”   Many of our carbonated soft drink brands enjoy a regional identification that we believe fosters long-term consumer loyalty and makes them more competitive as a consumer choice. In addition, products produced locally often generate retailer- sponsored promotional activities and receive media exposure through community activities rather than costly national advertising.   In recent years, we reformulated many of our brands to reduce caloric content while still preserving their time-tested flavor profiles. Our brands, optically and ingredient-wise, are continually evolving. We always strive to make all our drinks healthier while maintaining their iconic taste profiles. 
 




 


 
 
 
 


 
 



 
 




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PRODUCTION


         
      



 
 
     Our philosophy emphasizes vertical integration; our production model integrates the procurement of raw materials and crafting flavors and concentrates with the production of finished products. Our twelve strategically located production facilities are near major metropolitan markets across the continental United States. The locations of our facilities enable us to efficiently produce and distribute beverages to substantially all geographic markets in the United States, including the top 25 metropolitan statistical areas. Each facility is generally equipped to produce both canned and bottled beverage products in a variety of package sizes.   We believe the innovative and controlled vertical integration of our production facilities provides an advantage over certain of our competitors that rely on independent third-party bottlers to manufacture and market their products. Since we control all production, distribution and marketing of our brands, we believe we can more effectively manage quality control and consumer appeal while responding quickly to changing market conditions. 



 
We craft a substantial portion of our flavors and concentrates. By controlling our own formulas throughout our bottling network, we are able to produce beverages in accordance with uniform quality standards while innovating flavors to meet changing consumer preferences. We believe the combination of a Company-owned bottling network, together with uniform standards for packaging, formulations and customer service, provides us with a strategic advantage in servicing national retailers and mass-merchandisers. We also maintain research and development laboratories at multiple locations. These laboratories continually test products for compliance with our strict quality control standards as well as conduct research for new products and flavors.
 
DISTRIBUTION
 



 To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system to deliver our products through three primary distribution channels: take-home, convenience and food-service.   The take-home distribution channel consists of national and regional grocery stores, club stores, mass- merchandisers, wholesalers, e-commerce stores, drug stores and dollar stores. We distribute our products to this channel primarily through the warehouse distribution system and, to a lesser extent, the direct-store delivery system.   Warehouse distribution system products are shipped from our production facilities to the retailer’s centralized distribution centers and then distributed by the retailer to each of its store locations with other goods. This method allows our retail partners to further maximize their assets by utilizing their ability to pick up product at our warehouses, thus lowering their/our product costs. Products sold through the direct-store delivery system are distributed directly to the customer’s retail outlets by our direct-store delivery fleet and by independent distributors. 
 




 



 







 
 
 We distribute our products to the convenience channel through our own direct-store delivery fleet and those of independent distributors. The convenience channel consists of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts. Because of the higher retail prices and margins that typically prevail, we have developed packaging and graphics specifically targeted to this market.   Our food-service division distributes products to independent, specialized distributors who sell to hospitals, schools, military bases, hotels and food- service wholesalers. Also, our Company-owned direct store delivery fleet distributes products to schools and food-service locations. 



 




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Our take-home, convenience and food-service operations use vending machines and glass-door coolers as marketing and promotional tools for our brands. We provide vending machines and coolers on a placement or purchase basis to our customers. We believe vending and cooler equipment expands on site visual trial, thereby increasing sales and enhancing brand awareness.
 
 
SALES AND MARKETING
 















 
 
 We sell and market our products through an internal sales force as well as specialized broker networks. Our sales force is organized to serve a specific market, focusing on one or more geographic territories, distribution channels or product lines. We believe this focus allows our sales group to provide high level, responsive service and support to our customers and markets.   Our marketing emphasizes programs designed to reach consumers directly through innovative digital marketing, digital social marketing, social media engagement, sponsorships and creative content. We are focused on increasing our digital presence and capabilities to further enhance the consumer experience across our brands. We periodically retain agencies to assist with social media content creative and platform selection for our brands.   Additionally, we maintain and enhance consumer brand recognition and loyalty through a combination of participation in regional events, special event marketing, endorsements, consumer coupon distribution and product sampling. We also offer numerous promotional programs to retail customers, including cooperative advertising support, ‘BrandED’ ambassadors, in-store promotional activities and other incentives. These elements allow marketing and other consumer programs to be tailored to meet local and regional demographics. Additionally, the Company’s ‘MerchMx’ representatives work to develop a rapport with store managers for the purpose of optimizing shelf space, building displays, placing point-of-sale materials and expanding distribution. 



 
 
RAW MATERIALS 
 



 Our centralized procurement group maintains relationships with numerous suppliers of ingredients and packaging. By consolidating the purchasing function for our production facilities, we believe we procure more competitive arrangements with our suppliers, thereby enhancing our ability to compete as an efficient producer of beverages.   The products we produce and sell are made from various materials including aluminum cans, glass and plastic bottles, water, carbon dioxide, juice and flavor concentrates, sweeteners, cartons and closures. We craft a substantial portion of our flavors and concentrates while purchasing the remaining raw materials from multiple suppliers.   Substantially all of the materials and ingredients we purchase are available from several suppliers, although strikes, weather conditions, utility shortages, governmental control or regulations, national emergencies, quality, price or supply fluctuations or other events outside our control could adversely affect the supply of specific materials. A significant portion of our raw material purchases, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, are derived from commodities. Therefore, pricing and availability tend to fluctuate based upon worldwide commodity market conditions. In certain cases, we may elect to enter into multi-year agreements for the supply of these materials with one or more suppliers, the terms of which may include variable or fixed pricing, minimum purchase quantities and/or the requirement to purchase all supplies for specified locations. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs. 
 


 



 




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SEASONALITY
 







 
 
 Our operating results are affected by numerous factors, including fluctuations in costs of raw materials, holiday and seasonal programming and weather conditions. Beverage sales are seasonal with higher volume realized during summer months when outdoor activities are more prevalent.       



 
COMPETITION
 



While LaCroix Sparkling Water is the brand of choice as the number one premium domestic sparkling water throughout the United States, the beverage industry is highly competitive and our competitive position may vary by market area. Our products compete with many varieties of liquid refreshment, including water products, soft drinks, juices, fruit drinks, energy drinks and sports drinks, as well as powdered drinks, coffees, teas, dairy- based drinks, functional beverages and various other nonalcoholic beverages. We compete with bottlers and distributors of national, regional and private label products. Several competitors, including those that dominate the beverage industry, such as Nestlé S.A., PepsiCo and The Coca-Cola Company, have greater financial resources than we have and aggressive promotion of their products may adversely affect sales of our brands.


   Competitive factors in the beverage industry include price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods. We believe our Company differentiates itself through novel innovation, key brand recognition, focused social media, innovative flavor variety, attractive packaging, efficient distribution methods and, for some product lines, value pricing. 
 




 
TRADEMARKS
 
We own numerous trademarks for our brands that are significant to our business. We intend to continue to maintain all registrations of our significant trademarks and use the trademarks in the operation of our businesses.
 


 
GOVERNMENTAL REGULATION
 
The production, distribution and sale of our products in the United States are subject to the Federal Food, Drug and Cosmetic Act; the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; the Clean Air Act, the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; various environmental statutes; and various other federal, state and local statutes regulating the production, transportation, sale, safety, advertising, labeling and ingredients of such products. We believe that we are in compliance, in all material respects, with such existing legislation.
 
Certain states and localities require a deposit or tax on the sale of certain beverages. These requirements vary by each jurisdiction. Similar legislation has been or may be proposed in other states or localities or by Congress. We are unable to predict whether such legislation will be enacted but believe its enactment would not have a material adverse impact on our business, financial condition or results of operations.
 




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All of our facilities in the United States are subject to federal, state and local environmental laws and regulations. Compliance with these provisions has not had any material adverse effect on our financial or competitive position. We believe our current practices and procedures for the control and disposition of toxic or hazardous substances comply in all material respects with applicable law.
 
 
HUMAN CAPITAL
 
As of April 27, 2024, we employed approximately 1,559 people, of which 392 are covered by collective bargaining agreements. These collective bargaining agreements generally address working conditions, as well as wage rates and benefits, and expire over varying terms over the next several years. We believe these agreements can be renegotiated on terms satisfactory to us as they expire and we believe we maintain good relationships with our employees and their representative organizations.
 
We support a culture of diversity and inclusion that mirrors the markets we serve. We take a comprehensive view of diversity and inclusion across different races, ethnicities, religions and gender identity. Approximately 62 percent and 24 percent of our employee base identify as persons of color or female, respectively.
 
Our compensation programs are designed to ensure we attract and retain talent while maintaining alignment with market compensation. We utilize a mix of short term incentive programs throughout the organization and provide long-term incentive programs to more senior employees generally through stock-based compensation programs. We offer competitive employee benefits that are effective in attracting and retaining talent and are designed to support the physical, mental and financial health of our employees. Our employee benefits program includes comprehensive health, dental, life and disability and profit-sharing benefits.
 
Our operating philosophy emphasizes the health and safety of our employees. Our operations personnel, supplemented by risk management professionals, review all aspects of employee tasks and work environment to minimize risk. We strive to achieve an injury-free work environment in our operations. Key to these efforts are data analysis and preventative actions. We measure and benchmark lost-time incident rate, a reliable indication of total recordable injuries rate and severity and use a risk- reduction process that thoroughly analyzes injuries and near misses.
 
SUSTAINABILITY 
 
National Beverage Corp. adheres to responsible business practices and continually strives to improve the sustainability of its operations. All our beverage products are produced in the U.S., providing thousands of jobs in local communities and boasting a lower carbon footprint than imported brands. The majority of our products are delivered through the warehouse distribution system which provides more efficient and lower greenhouse gas emissions than direct store delivery systems. Additionally, we are undertaking measures to reduce our carbon footprint which include transitioning from LP gas to electric powered forklifts and purchasing electricity from renewable sources.
 
Water is critical to our business and we periodically conduct water quality assessments on a variety of measurements. All of our packaging is recyclable and we continually focus on reducing packaging content. More than 80% of our products are in aluminum cans, which generally contain approximately 73% recycled material. Each of our facilities has programs in place designed to minimize the use of water, energy and other natural resources.
 
 
AVAILABLE INFORMATION
 
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports are available free of charge on our website at www.nationalbeverage.com as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. In addition, our Code of Ethics is available on our website. The information on the Company’s website is not part of this Annual Report on Form 10-K or any other report that we file with, or furnish to, the Securities and Exchange Commission.
 




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 ITEM 1A. 
 RISK FACTORS 



 
In addition to other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business. Our business, financial condition, results of operations and cash flows could be materially and adversely affected by any of these risks. Additional risks and uncertainties, including risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair our business, financial position, results of operations and cash flows.
 
Brand image and consumer preferences. Our beverage portfolio is comprised of a number of unique brands with reputations and consumer loyalty that have been built over time. Our investments in social media and marketing as well as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. Unfavorable publicity, or allegations of quality issues, even if false or unfounded, may tarnish our reputation and brand image and cause consumers to choose other products. In addition, if we do not adequately anticipate and react to changing demographics, consumer trends, health concerns and product preferences, our financial position could be adversely affected.
 
Competition. The beverage industry is extremely competitive. Our products compete with a broad range of beverage products, most of which are manufactured and distributed by companies with substantially greater financial, marketing and distribution resources. Discounting and other actions by our competitors could adversely affect our ability to sustain revenues and profits.
 
Customer relationships. Our retail customer base has been consolidating over many years resulting in fewer customers with increased purchasing power. This increased purchasing power can limit our ability to increase pricing for our products with certain of our customers. Additionally, e-commerce transactions and value stores are experiencing rapid growth. Our inability to adapt to customer requirements could lead to a loss of business and adversely affect our financial position.
 
Raw materials and energy sources. The production of our products is dependent on certain raw materials, including aluminum, resin, corn, linerboard, water and fruit juice. In addition, the production and distribution of our products is dependent on energy sources, including natural gas, diesel fuel, carbon dioxide and electricity. These items are subject to supply chain disruptions and price volatility caused by numerous factors. Commodity price increases ultimately result in a corresponding increase in the cost of raw materials and energy. We may be limited in our ability to pass these price increases on to our customers or may incur a loss in sales volume to the extent we increase prices. Strikes, weather conditions (including conditions caused by climate change), governmental controls, tariffs, national emergencies, natural disasters, supply shortages or other events could also affect our continued supply and cost of raw materials and energy. If raw materials or energy costs increase, or their availability is limited, our financial position could be adversely affected.
 
Governmental regulation. Our business and properties are subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution of beverage products and those governing environmental laws and regulations. In addition, various governmental agencies have enacted or are considering changes in corporate tax laws as well as additional taxes on soft drinks and other sweetened beverages. Continuing concern over environmental, social and governance matters, including climate change, is expected to continue to result in new or increased legal and regulatory requirements to reduce emissions to mitigate the potential effects of greenhouse gases, to limit or impose additional costs on commercial water use due to local water scarcity concerns or to expand mandatory reporting of certain environmental, social and governance metrics. Compliance with or future changes in existing laws or regulations could require material expenses and or capital expenditures and negatively affect our financial position.
 
Sustained increases in the cost of employee wages and benefits. Our profitability is affected by the cost of employee wages as well as health insurance and other benefits provided to employees, including employees covered under collective bargaining agreements and multi-employer pension plans. Competition in the labor marketplace for qualified employees has led to increased costs, such as higher wages and benefit costs in order to recruit and retain employees. A prolonged labor shortage or inflation in labor costs could adversely impact our financial results.
 




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Unfavorable weather conditions, changing weather patterns and natural disasters Unfavorable weather conditions in the geographic regions in which the Company or its suppliers operate could have an adverse impact on our revenue and profitability. Unusually cold or rainy weather may temporarily reduce demand for our products and contribute to lower sales, which could adversely affect our profitability for such periods. Prolonged drought conditions in the geographic regions in which we do business could lead to restrictions on the use of water, which could adversely affect our ability to produce and distribute products. Additionally, hurricanes, earthquakes, floods or other natural disasters may damage our physical facilities or those of our suppliers or customers.
 
Climate change may increase the frequency or severity of weather-related events. Climate change may also have a negative effect on agricultural production resulting in decreased availability or less favorable pricing for certain commodities utilized in certain of our products. In addition, any perception of a failure to act responsibly with respect to the environment or to effectively respond to regulatory requirements concerning climate change could lead to adverse publicity, which could result in reduced demand for our products, damage to our reputation or increase the risk of litigation.
 
Dependence on key personnel. Our performance significantly depends upon the continued contributions of our executive officers and key employees, both individually and as a group and our ability to retain and motivate them. Our officers and key personnel have many years of experience with us and in our industry and it may be difficult to replace them. If we lose key personnel or are unable to recruit qualified personnel, our operations and ability to manage our business may be adversely affected.
 
Future cyber incidents and dependence on information technology and third-party service providers. We depend on information systems and technology, including public websites and cloud-based services, for many activities important to our business, including communications within our Company, interfacing with customers and consumers; ordering and managing inventory; managing and operating our facilities; protecting confidential information, including personal data we collect; maintaining accurate financial records and complying with regulatory, financial reporting, legal and tax requirements. Our business has in the past and could in the future be negatively affected by system shutdowns, degraded systems performance, systems disruptions or security incidents. These disruptions or incidents may be caused by cyberattacks and other cyber incidents, network or power outages, software, equipment or telecommunications failures, the unintentional or malicious actions of employees or contractors, natural disasters, fires or other catastrophic events.
 
Similar risks exist with respect to our business partners and third-party providers, including suppliers, software and cloud-based service providers, that we rely upon for aspects of various business activities.
 
Although the cyber incidents and other systems disruptions that we have experienced to date have not had a material effect on our business, such incidents or disruptions could have a material adverse effect on us in the future. If we are unable to timely respond to or resolve the issues related to such incidents and disruptions, such issues could have a material adverse effect on our business, financial condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.
 
Material weaknesses in our internal control over financial reporting.  Material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements.
 
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K, management has concluded that our internal controls related to certain review processes and disclosure controls and procedures were not effective as of April 27, 2024 due to the identified material weaknesses.
 
 




 ITEM 1B. 
 UNRESOLVED STAFF COMMENTS 



 
None.
 




 ITEM 1C.  
 CYBERSECURITY 



 
Cybersecurity Risk Management and Strategy. We have developed and continue to evolve our cybersecurity risk management strategy designed to protect our data and ensure the availability of our critical information systems.
 
Key components of our cybersecurity risk management strategy include:



 ● 
 the use of current cybersecurity systems and technologies providing a multi-tier approach to identifying, assessing and mitigating current and emerging cybersecurity risks. 






 ● 
 an experienced internal security team responsible for managing our cybersecurity risk assessment processes, security controls and our response to cybersecurity incidents. 






 ● 
 the use of external service providers that augment our internal cybersecurity resources. 






 ● 
 cybersecurity awareness training of our employees, incident response personnel and senior management. 



 
In addition, the Company has established response procedures to address cyber events that do occur. Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents and includes a contractual relationship with an external and cybersecurity response team. We also maintain insurance coverage that, subject to its terms and conditions, is intended to reimburse certain costs associated with cyber incidents and information systems failures.
 
During Fiscal 2024, there were no identified cybersecurity risks or threats, including as a result of previous cybersecurity incidents, that had, or were reasonably likely to have, a material effect on our business strategy, results of operations or financial condition. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies. See “Item 1A. Risk Factors” for a discussion of cybersecurity risks.
 




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Cybersecurity Governance. Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program and receives periodic reports from management on our cybersecurity risk management. Our management team, led by our Director of Information Technology who has 30 years of Information Technology leadership experience, is responsible for assessing, identifying and managing material cybersecurity risks to our business.
 




 ITEM 2. 
 PROPERTIES 



 
Our principal properties include twelve production facilities located in ten states, which aggregate approximately two million square feet. We own ten production facilities in the following states: California (2), Georgia, Kansas, Michigan (2), Ohio, Texas, Utah and Washington. Two production facilities, located in Maryland and Florida, are leased subject to agreements that expire through 2025. We believe our facilities are generally in good condition and sufficient to meet our present needs.
 
The production of beverages is capital intensive but is not characterized by rapid technological change. The technological advances that have occurred have generally been of an incremental cost-saving nature, such as the industry’s conversion to lighter weight containers or improved blending processes that enhance ingredient yields. We are not aware of any anticipated industry-wide changes in technology that would adversely impact our current physical production capacity or cost of production.
 
We own and lease trucks, vans and automobiles used in the sale, delivery and distribution of our products. In addition, we lease warehouse and office space, transportation equipment, office equipment and certain manufacturing equipment.
 
 




 ITEM 3. 
 LEGAL PROCEEDINGS  



 
The Company has been named in certain legal proceedings, including those containing class action allegations. The Company is vigorously defending all legal proceedings and believes litigation will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.
 
 




 ITEM 4. 
 MINE SAFETY DISCLOSURES 



 
Not applicable.
 
PART II
 




 ITEM 5. 
 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 



 
The common stock of National Beverage Corp., par value $.01 per share, (“Common Stock”) is listed on The NASDAQ Global Select Market under the symbol “FIZZ”.
 
At June 17, 2024, there were approximately 41,700 holders of our Common Stock, the majority of which hold their shares in the names of banks, brokers and other financial institutions.
 
On June 12, 2024, the Company's board of directors declared a special cash dividend of $3.25 per share. The special cash dividend will be paid on or before July 24, 2024 to shareholders of record on June 24, 2024. The Company paid special cash dividends of $279.9 million ($3.00 per share) on January 29, 2021 and December 29, 2021, respectively.
 
Our Board of Directors has authorized a program to repurchase 3.2 million shares of our common stock of which approximately 1.9 million shares remain available and authorized for repurchases.
 




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Performance Graph 
 
The following graph shows a comparison of the five-year cumulative return of an investment of $100 cash on April 27, 2019, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index, the Dow Jones US Soft Drinks Index and the S&P 500 Index.
 


 
 
 



 Total Returns Index For: 
 
 4/27/2019 
 
 5/02/2020 
 
 5/01/2021 
 
 4/30/2022 
 
 4/29/2023 
 
 4/27/2024 


 
 
 
 
 
 
 
 
 
 
 
 
 


 National Beverage Corp. 
 
  $100.00 
 
  $87.08 
 
  $179.79 
 
  $173.24 
 
  $195.33 
 
  $171.20 


 
 
 
 
 
 
 
 
 
 
 
 
 


 NASDAQ Composite - Total Return 
 
          100.00 
 
          106.94 
 
          174.88 
 
          155.50 
 
          155.53 
 
          204.22 


 
 
 
 
 
 
 
 
 
 
 
 
 


 Dow Jones US Soft Drinks Index 
 
          100.00 
 
          101.32 
 
          123.31 
 
          147.14 
 
          159.11 
 
          156.16 


 
 
 
 
 
 
 
 
 
 
 
 
 


 S&P 500 Index - Total Return 
 
          100.00 
 
            98.25 
 
          147.55 
 
          147.87 
 
          151.80 
 
          188.57 



 
 




 ITEM 6.  
 RESERVED 



 




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 ITEM 7. 
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 



 
 
OVERVIEW
 
The following Management’s Discussion and Analysis of Operations is intended to provide information about the Company’s operations and business environment and should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes contained in Item 8 of this report.
 
National Beverage Corp. is incorporated in Delaware and began trading as a public company on the NASDAQ Stock Market in 1991. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.
 
National Beverage Corp. innovatively refreshes America with a distinctive portfolio of sparkling waters, juices, energy drinks (Power+ Brands) and, to a lesser extent, carbonated soft drinks. We believe our creative product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, make National Beverage unique as a stand-alone entity in the beverage industry.
 
National Beverage Corp., in recent years, has transformed into an innovative, healthier refreshment company. From our corporate philosophy, development of products and marketing to manufacturing, we are converting consumers to a ‘Better for You’ thirst quencher that compassionately cares for their nutritional health. We are committed to our quest to innovate for the joy, benefit and enjoyment of our consumers’ healthier lifestyle.
 
The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks and juices. Our portfolio of Power+ Brands includes LaCroix®, LaCroix Cúrate® and LaCroix NiCola® sparkling water products; Clear Fruit® non-carbonated water beverages enhanced with fruit flavor; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 135 years.
 
Our strategy seeks the profitable growth of our products by (i) developing healthier beverages in response to the global shift in consumer buying habits and tailoring our beverage portfolio to the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a healthier alternative to artificially sweetened and high- caloric beverages; (ii) emphasizing unique flavor development and variety throughout our brands that appeal to multiple demographic groups; (iii) maintaining points of difference through innovative marketing, packaging and consumer engagement and (iv) responding faster and more creatively to changing consumer trends than larger competitors who are burdened by legacy production and distribution complexity and costs.
 
Presently, our primary market focus is the United States and Canada. Certain of our beverages are also distributed on a limited basis in other countries and options to expand distribution to other regions are being pursued. To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system consisting of warehouse and direct-store delivery. The warehouse delivery system allows our retail partners to further maximize their assets by utilizing their ability to pick up beverages at our warehouses, further lowering their/our product costs.
 
Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, supply chain disruptions, holiday and seasonal programming and weather conditions. Beverage sales are seasonal with higher sales volume realized during the summer months when outdoor activities are more prevalent. See “Item 1A. Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.  Also, see Note 14 - Restatements for certain cash flow restatements. Management believes these corrections did not in any way limit investment opportunities during these periods.
 




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RESULTS OF OPERATIONS
 
The following section generally discusses the fiscal years ended April 27, 2024 (“Fiscal 2024”) and April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023. Discussions of fiscal year ended April 30, 2022 (“Fiscal 2022”) results and year-to-year comparisons between Fiscal 2023 and Fiscal 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April 29, 2023, which is available free of charge on our website at www.nationalbeverage.com.
 
Net Sales
Net sales for Fiscal 2024 increased 1.6% to $1,191.7 million compared to $1,172.9 million for Fiscal 2023. The increase in sales resulted from a 1.8% increase in average selling price per case, partially offset by a 0.2% decline in case volume. The volume decline primarily impacted Power+Brands, partially offset by an increase in carbonated soft drink brands.
 
Gross Profit
Gross profit for Fiscal 2024 increased to $428.5 million compared to $396.8 million for Fiscal 2023. The increase in gross profit was primarily due to the increased average selling price per case and a decline in packaging costs. The cost of sales per case decreased 1.7% and gross margin increased to 36.0% compared to 33.8% for Fiscal 2023.
 
Shipping and handling costs are included in selling, general and administrative expenses, the classification of which is consistent with many beverage companies. However, our gross margin may not be comparable to companies that include shipping and handling costs in cost of sales. See Note 1- Significant Accounting Policies, of Notes to the Consolidated Financial Statements.
 
Selling, General and Administrative Expenses
Selling, general and administrative expenses for Fiscal 2024 decreased $0.2 million to $209.9 million from $210.1 million for Fiscal 2023. The decrease was primarily due to a decrease in shipping costs, partially offset by an increase in marketing and selling costs. As a percentage of net sales, selling, general and administrative expenses decreased to 17.6% compared to 17.9% in Fiscal 2023.
 
Other Income (Expense), net
Other income (expense), net includes primarily interest income of $12.2 million for Fiscal 2024 and $2.3 million for Fiscal 2023. The increase in interest income is due to increased average invested balances and higher yields.
 
Income Taxes
For Fiscal 2024 and Fiscal 2023, our effective tax rates were 23.1% and 23.7%, respectively. The differences between the effective rate and the federal statutory rate of 21% were primarily due to the effects of state income taxes.
 




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LIQUIDITY AND FINANCIAL CONDITION
 
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash and cash-equivalents, cash generated from operations and borrowing capacity available under our revolving credit facilities. At April 27, 2024, we had $327.0 million in cash and cash equivalents and maintained unsecured revolving credit facilities totaling $150 million, under which no borrowings were outstanding and $2.2 million was reserved for standby letters of credit. We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months. See Note 5 - Debt, of Notes to the Consolidated Financial Statements.
 
Pursuant to a management agreement, we incurred fees to Corporate Management Advisors, Inc. (“CMA”) of $11.9 million and $11.7 million for Fiscal 2024 and Fiscal 2023, respectively. At April 27, 2024 and April 29, 2023, current liabilities included amounts due to CMA of $3.0 million and $2.9 million, respectively. See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.
 
Cash Flows
The Company’s cash position increased $169.0 million for Fiscal 2024 compared to an increase of $110.0 million for Fiscal 2023. Net cash provided by operating activities for Fiscal 2024 was $197.9 million compared to $161.7 million for Fiscal 2023. For Fiscal 2024, cash flow provided by operating activities was principally provided by an increase in operating income, a reduction in working capital other than cash, an increase in net interest income, partially offset by an increase in tax and lease payments.
 
Net cash used in investing activities for Fiscal 2024 reflects capital expenditures of $30.2 million, compared to capital expenditures of $22.0 million for Fiscal 2023. Expenditures for property, plant and equipment in Fiscal 2024 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities. We intend to continue such projects in Fiscal 2025 and anticipate Fiscal 2025 capital expenditures to be comparable to Fiscal 2024.
 
Financial Position
During Fiscal 2024, our working capital increased $176.9 million to $398.9 million. The increase in working capital primarily resulted from increased cash and cash equivalents generated by operations of $169.0 million and other net working capital increases of $7.9 million. Trade receivables decreased $2.1 million and days sales outstanding was 31.5 days at April 27, 2024 compared to 33.3 days at April 29, 2023. Inventories decreased $9.0 million as a result of the reduced quantities of finished goods and raw materials. Annual inventory turns increased to 8.6 times from 7.9 times. At April 27, 2024, the current ratio was 3.9 to 1 compared to 2.5 to 1 at April 29, 2023.
 
CONTRACTUAL OBLIGATIONS 
 
Contractual obligations at April 27, 2024 are payable as follows:
 



 
 
(In thousands)
 


 
 
 Total 
 
 
 1 Year Or less 
 
 
 2 to 3 Years 
 
 
 4 to 5 Years 
 
 
 More Than 5 Years 
 


 Operating leases 
 
$
61,169
 
 
$
15,068
 
 
$
25,229
 
 
$
12,716
 
 
$
8,156
 


 Purchase commitments 
 
 
39,106
 
 
 
39,007
 
 
 
99
 
 
 
-
 
 
 
-
 


 Total 
 
$
100,275
 
 
$
54,075
 
 
$
25,328
 
 
$
12,716
 
 
$
8,156
 



 
 
We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions were $3.8 million for Fiscal 2024 and Fiscal 2023, respectively. See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.
 




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We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Other long-term liabilities include known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience. Since the timing and amount of claim payments vary significantly, we are not able to reasonably estimate future payments for specific periods and therefore such payments have not been included in the table above. Standby letters of credit aggregating $2.2 million have been issued in connection with our self-insurance programs. These standby letters of credit expire through March 2025 and are expected to be renewed.
 
OFF-BALANCE SHEET ARRANGEMENTS AND ESTIMATES
 
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. We believe that the critical accounting policies described in the following paragraphs comprise the most significant estimates and assumptions used in the preparation of our consolidated financial statements. For these policies, we caution that future events rarely develop exactly as estimated and the best estimates routinely require adjustment.
 
Credit Risk
We sell products to a variety of customers and extend credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to credit losses varies by customer principally due to the financial condition of each customer. We monitor our exposure to credit losses and maintain allowances for anticipated credit losses based on our experience with past due accounts, collectability and our analysis of customer data.
 
Impairment of Long-Lived Assets
All long-lived assets, excluding goodwill and intangible assets not subject to amortization, are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and intangible assets not subject to amortization are evaluated for impairment annually or sooner if we believe such assets may be impaired. An impairment loss is written down to its estimated fair value based on discounted future cash flows.
 
Income Taxes
The Company’s effective income tax rate is based on estimates of taxes which will ultimately be payable. Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements. Valuation allowances are established to reduce the carrying amounts of deferred tax assets when it is deemed, more likely than not, that the benefit of deferred tax assets will not be realized.
 
Insurance Programs
We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Accordingly, we accrue for known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience.
 
Revenue Recognition
We recognize revenue upon delivery to our customers, based on written sales terms that do not allow a right of return except in rare instances. Our products are typically sold on credit; however smaller direct-store delivery accounts may be sold on a cash basis. Our credit terms normally require payment within 30 days of delivery and may allow discounts for early payment. We estimate and reserve for credit losses based on our experience with past due accounts, collectability and our analysis of customer data.
 
We offer various sales incentive arrangements to our customers that require customer performance or achievement of certain sales volume targets. Sales incentives are accrued over the period of benefit or expected sales. When the incentive is paid in advance, the aggregate incentive is recorded as a prepaid asset and amortized over the period of benefit. The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors. Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized may vary from accrued amounts. Such differences are recorded once determined and have historically not been significant.
 
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
See Note 1 – Significant Accounting Policies – Recently Issued Accounting Pronouncements, of Notes to the Consolidated Financial Statements, for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on the Company’s consolidated financial position, results of operations or liquidity.
 




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FORWARD-LOOKING STATEMENTS
 
National Beverage Corp. and its representatives may make written or oral statements relating to future events or results relative to our financial, operational and business performance, achievements, objectives and strategies. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and include statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our stockholders. Certain statements including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “plans,” “expects,” “estimates”, ”may,” “will,” “should,” “could,” and similar expressions constitute “forward- looking statements” and involve known and unknown risk, uncertainties and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, ability to pass along cost increases to our customers, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any forward- looking statements contained herein to reflect future events or developments.
 
 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Commodities
We purchase various raw materials, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, the prices of which fluctuate based on commodity market conditions. Our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. At times, we manage our exposure to this risk through the use of supplier pricing agreements that enable us to establish all, or a portion of, the purchase prices for certain raw materials. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs.
 
Interest Rates
At April 27, 2024, the Company had no borrowings outstanding. We are also subject to interest rate risk related to our investment in highly liquid short-duration investment securities which are considered cash equivalents. These investments are managed with the guidelines of the Company’s investment policy. Our policy requires investments to be investment grade, within the primary objective of minimizing the risk of principal loss. In addition, our policy limits the amount of exposure to any one issue.
 




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

 

     
  

   April 27,    April 29,  
   2024    2023  
 Assets         
 Current assets:         
 Cash and cash equivalents  $327,047  $158,074 
 Trade receivables, net   102,837   104,918 
 Inventories   84,603   93,578 
 Prepaid and other assets   22,385   9,835 
 Total current assets   536,872   366,405 
 Property, plant and equipment, net   159,730   148,423 
 Operating lease right-of-use assets   53,498   39,506 
 Goodwill   13,145   13,145 
 Intangible assets   1,615   1,615 
 Other assets   5,293   5,248 
 Total assets  $770,153  $574,342 
         
 Liabilities and Shareholders' Equity         
 Current liabilities:         
 Accounts payable  $78,283  $85,106 
 Accrued liabilities   46,565   47,318 
 Operating lease liabilities   13,079   11,745 
 Income taxes payable   -   152 
 Total current liabilities   137,927   144,321 
 Deferred income taxes, net   23,247   19,814 
 Operating lease liabilities   41,688   29,782 
 Other liabilities   7,779   7,938 
 Total liabilities   210,641   201,855 
 Commitments and contingencies           
 Shareholders' equity:         
 Preferred stock, $1 par value - 1,000,000 shares authorized Series C - 150,000 shares issued   150   150 
 Common stock, $.01 par value - 200,000,000 shares authorized; 101,942,658 and 101,727,658 shares issued, respectively   1,019   1,017 
 Additional paid-in capital   42,588   40,393 
 Retained earnings   535,077   358,345 
 Accumulated other comprehensive income (loss)   4,911   (3,185)
 Treasury stock - at cost:         
 Series C preferred stock - 150,000 shares   (5,100)  (5,100)
 Common stock - 8,374,112 shares   (19,133)  (19,133)
 Total shareholders' equity   559,512   372,487 
 Total liabilities and shareholders' equity  $770,153  $574,342 


 
The accompanying notes are an integral part of these consolidated financial statements.
 




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NATIONAL BEVERAGE CORP. 
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

 

     
  

   Fiscal Year Ended  
   April 27,    April 29,    April 30,  
   2024    2023    2022  
             
 Net sales  $1,191,694  $1,172,932  $1,138,013 
             
 Cost of sales   763,243   776,143   720,208 
             
 Gross profit   428,451   396,789   417,805 
             
 Selling, general and administrative expenses   209,941   210,105   209,949 
             
 Operating income   218,510   186,684   207,856 
             
 Other income (expense), net   11,338   (242)  (260)
             
 Income before income taxes   229,848   186,442   207,596 
             
 Provision for income taxes   53,116   44,278   49,084 
             
 Net income  $176,732  $142,164  $158,512 
             
 Earnings per common share:             
 Basic  $1.89  $1.52  $1.70 
 Diluted  $1.89  $1.52  $1.69 
             
 Weighted average common shares outstanding:             
 Basic   93,429   93,347   93,323 
 Diluted   93,630   93,608   93,599 


 
The accompanying notes are an integral part of these consolidated financial statements.
 




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NATIONAL BEVERAGE CORP. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

 

     
  

   Fiscal Year Ended  
   April 27,    April 29,    April 30,  
   2024    2023    2022  
             
 Net income  $176,732  $142,164  $158,512 
             
 Other comprehensive income (loss), net of tax:             
             
 Cash flow hedges   7,910   (10,130)  3,882 
             
 Other   186   27   19 
             
 Total   8,096   (10,103)  3,901 
             
 Comprehensive income  $184,828  $132,061  $162,413 


 
The accompanying notes are an integral part of these consolidated financial statements.
 




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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)

 

     
  

   Fiscal Year Ended  
   April 27, 2024    April 29, 2023    April 30, 2022  
   Shares    Amount    Shares    Amount    Shares    Amount  
                         
 Series C Preferred Stock                         
 Beginning and end of year   150  $150   150  $150   150  $150 
 Common Stock                         
 Beginning of year   101,727   1,017   101,712   1,017   101,676   1,016 
 Stock options exercised   215   2   15   -   36   1 
 End of year   101,942   1,019   101,727   1,017   101,712   1,017 
 Additional Paid-In Capital                         
 Beginning of year       40,393       39,405       38,375 
 Stock options exercised       1,314       311       335 
 Stock-based compensation expense       881       677       695 
 End of year       42,588       40,393       39,405 
 Retained Earnings                         
 Beginning of year       358,345       216,181       337,672 
 Net income       176,732       142,164       158,512 
 Common stock cash dividend       -       -       (280,003)
 End of year       535,077       358,345       216,181 
 Accumulated Other Comprehensive Income (Loss)                         
 Beginning of year       (3,185)      6,918       3,017 
 Cash flow hedges       7,910       (10,130)      3,882 
 Other       186       27       19 
 End of year       4,911       (3,185)      6,918 
 Treasury Stock - Series C Preferred                         
 Beginning and end of year   150   (5,100)  150   (5,100)  150   (5,100)
 Treasury Stock - Common                         
 Beginning and end of year   8,374   (19,133)  8,374   (19,133)  8,374   (19,133)
 Repurchase of common stock   -   -   -   -   -   - 
   8,374   (19,133)  8,374   (19,133)  8,374   (19,133)
                         
 Total Shareholders' Equity      $559,512      $372,487      $239,438 


 
The accompanying notes are an integral part of these consolidated financial statements.
 




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NATIONAL BEVERAGE CORP. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 

     
  
 
 

   Fiscal Year Ended  
   April 27,    April 29,    April 30,  
   2024    2023    2022  
       (As Restated)    (As Restated)  
 Operating Activities:             
 Net income  $176,732  $142,164  $158,512 
 Adjustments to reconcile net income to net cash provided by operating activities:             
 Depreciation and amortization   20,161   20,041   18,544 
 Deferred income taxes   907   (821)  5,326 
 Loss (gain) on disposal of property, plant and equipment, net   12   141   (7)
 Stock-based compensation expense   881   677   695 
 Non-cash operating lease expense   14,039   13,240   13,258 
 Changes in assets and liabilities:             
 Trade receivables   2,081   (11,326)  (7,150)
 Inventories   8,975   9,740   (31,838)
 Prepaid and other assets   (8,151)  8,275   (13,797)
 Accounts payable   (6,823)  (10,193)  6,545 
 Accrued and other liabilities   3,885   2,941   (3,731)
 Operating lease liabilities   (14,792)  (13,214)  (13,224)
 Net cash provided by operating activities   197,907   161,665   133,133 
             
 Investing Activities:             
 Purchases to property, plant and equipment   (30,300)  (21,979)  (29,015)
 Proceeds from sale of property, plant and equipment   52   27   11 
 Net cash used in investing activities   (30,248)  (21,952)  (29,004)
             
 Financing Activities:             
 Borrowing under Loan Facility   -   -   50,000 
 Repayments under Loan Facility   -   (30,000)  (20,000)
 Dividends paid on common stock   -   -   (280,003)
 Proceeds from exercises of stock options   1,314   311   335 
 Net cash provided by (used in) financing activities   1,314   (29,689)  (249,668)
             
 Net  Increase (Decrease) in Cash and Equivalents   168,973   110,024   (145,539)
 Cash and Cash Equivalents - Beginning of Year   158,074   48,050   193,589 
 Cash and Cash Equivalents - End of Year  $327,047  $158,074  $48,050 
             
 Supplemental Cash Flow Information:             
 Interest paid  $228  $315  $371 
 Income taxes paid  $55,971  $37,831  $51,958 
             
             
 Non-Cash Activities:             
 Right-of- use assets obtained in exchange for lease liabilities  $28,039  $23,495  $6,054 


 
The accompanying notes are an integral part of these consolidated financial statements.
 




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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES 
Notes to Consolidated Financial Statements
 
National Beverage Corp. develops, produces, markets and sells a distinctive portfolio of sparkling waters, juices, energy drinks and carbonated soft drinks primarily in the United States and Canada. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.
 
 1.   SIGNIFICANT ACCOUNTING POLICIES 

 

Basis of Presentation The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of National Beverage Corp. and all subsidiaries. All significant intercompany transactions and accounts have been eliminated. Our fiscal year ends the Saturday closest to  April 30 and, as a result, an additional week is added every five or six years. The fiscal year ended  April 27, 2024 (“Fiscal 2024”),  April 29, 2023 (“Fiscal 2023”) and  April 30, 2022 (“Fiscal 2022”) and all consisted of 52 weeks. The fiscal year ending  May 3, 2025 (“Fiscal 2025”) will consist of 53 weeks.  


Segment Reporting The Company operates as a single operating segment for purposes of presenting financial information and evaluating performance. As such, the accompanying consolidated financial statements present financial information in a format that is consistent with the internal financial information used by management.  


Use of Estimates The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and anticipated future actions, actual results  may vary from reported amounts.  


Fair Value of Financial Instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the relatively short maturity of the respective instruments. Derivative financial instruments which are used to partially mitigate our exposure to changes in certain raw material costs are recorded at fair value. Derivative financial instruments are not used for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. The estimated fair values of derivative financial instruments are calculated based on market rates to settle the instruments. See Note 7- Derivative Financial Instruments.  


Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid securities (consisting primarily of bank deposits and short-term government money-market investments).  


Trade Receivables, Net Trade receivables are recorded at net realizable value, which includes an estimated allowance for credit losses. The Company extends credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to credit losses varies by customer principally due to the financial condition of each customer. The Company continually monitors our exposure to credit losses and maintains allowances for anticipated credit losses based on our experience with past due accounts, collectability and our analysis of customer data. Actual future losses from uncollectible accounts could differ from the Company’s estimate.  




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   Changes in the allowance for credit losses were as follows:  

   (In thousands)  
   Fiscal 2024    Fiscal 2023    Fiscal 2022  
 Balance at beginning of year  $523  $559  $1,140 
 Net charge (credit) to expense   427   11   (581)
 Net charge-off   (82)  (47)  - 
 Balance at end of year  $868  $523  $559 

   At  April 27, 2024 and  April 29, 2023, no customer comprised more than 10% of trade receivables. No customer accounted for more than 10% of net sales during any of the last three fiscal years.  


Inventories Inventories are stated at the lower of first-in, first-out cost or net realizable value. Adjustments, if required, to reduce the cost of inventory to net realizable value are made for estimated excess, obsolete or impaired balances. Inventories at  April 27, 2024 were comprised of finished goods of $50.3 million and raw materials of $34.3 million. Inventories at  April 29, 2023 were comprised of finished goods of $54.3 million and raw materials of $39.2 million.  


Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost. Additions, replacements and betterments are capitalized, while maintenance and repairs that do not extend the useful life of an asset are expensed as incurred. Depreciation is recorded using the straight-line method over estimated useful lives of 5 to 30 years for buildings and improvements and 3 to 15 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvement. When assets are retired or otherwise disposed, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized.  


Leases The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements and also leases certain warehouse space under lease agreements. The Company uses the following policies and assumptions to evaluate its leases:  
  ●  Determining a lease: The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term. 
  
  ●  Allocating lease and non-lease components: The Company has elected the practical expedient to not separate lease and non-lease components for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non- lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are accounted for separately where applicable. 
  
  ●  Calculating the discount rate: The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company calculates an incremental borrowing rate. 
  
  ●  Recognizing leases: The Company does not recognize leases with a contractual term of less than 12 months on its consolidated balance sheets. Lease expense for these short-term leases is expensed on a straight-line basis over the lease term. 
  
  ●  Rent increases or escalation clauses: Certain leases contain scheduled rent increases or escalation clauses, which can be based on the Consumer Price Index or other rates. The Company assesses each contract individually and applies the appropriate variable payments based on the terms of the agreement. 
  
  ●  Renewal options and/or purchase options:  The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. 
  
  ●  Residual value guarantees, restrictions or covenants: The Company’s lease agreements do not contain material residual value guarantees, restrictions or covenants. 
   
 




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Intangible Assets Intangible assets at  April 27, 2024 and  April 29, 2023 consisted of non-amortizable acquired trademarks.  


Impairment of Long-Lived Assets All long-lived assets, excluding goodwill and intangible assets not subject to amortization, are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset  may not be recoverable. Goodwill and intangible assets not subject to amortization are evaluated for impairment annually or sooner if management believes such assets  may be impaired. An impaired asset is written down to its estimated fair value based on discounted future cash flows.  


Insurance Programs The Company maintains self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Accordingly, the Company accrues for known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience. At  April 27, 2024 and  April 29, 2023, other liabilities included accruals of $5.5 million and $5.5 million, respectively, for estimated non-current risk retention exposures, of which $4.0 million and $4.1 million, respectively, was covered by insurance at both dates and included as a component of non-current other assets.  


Revenue Recognition Revenue is recognized upon delivery to our customers, based on written sales terms that do not allow a right of return except in rare instances. Our products are typically sold on credit; however smaller direct store delivery accounts  may be sold on a cash basis. Our credit terms normally require payment within 30 days of delivery and  may allow discounts for early payment. The Company estimates and reserves for credit losses based on our experience with past due accounts, collectability and our analysis of customer data. Various sales incentive arrangements are offered to our customers that require customer performance or achievement of certain sales volume targets. Sales incentives are accrued over the period of benefit or expected sales. When the incentive is paid in advance, the aggregate incentive is recorded as a prepaid asset and amortized over the period of benefit. The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors. Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized  may vary from accrued amounts. Such differences are recorded once determined and have historically not been significant.  





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Shipping and Handling Costs Shipping and handling costs are reported in selling, general and administrative expenses in the accompanying consolidated statements of income. Shipping and handling costs were $77.8 million, $86.8 million and $87.7 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Although our classification is consistent with many beverage companies, our gross margin  may not be comparable to companies that include shipping and handling costs in cost of sales.  


Marketing Costs The Company utilizes a variety of marketing programs, including cooperative advertising programs with customers, to advertise and promote our products to consumers. Marketing costs are expensed when incurred, except for prepaid advertising and production costs, which are expensed when the advertising takes place. Marketing costs, which are included in selling, general and administrative expenses, were $50.0 million, $44.1 million and $47.6 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.  


Income Taxes  Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and the future tax consequences attributable to operating losses and tax credit carryforwards, if applicable. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.   A valuation allowance will be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized.  


Earnings Per Common Share Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options amounting to 201,000, 261,000 and 276,000 shares in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. The weighted-average number of antidilutive stock options excluded from the calculation of diluted earnings per share was immaterial for Fiscal 2024.  


Recently Issued Accounting Pronouncements   In  December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the rate reconciliation, including additional information for reconciling items that meet a quantitative threshold and specific disaggregation of income taxes paid and tax expense. The amendment is effective for annual periods beginning after  December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and does not expect a material impact upon adoption.   In  November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly provided to the Chief Operating Decision Maker. This standard does not change how an entity identifies its operating segments or applies quantitative thresholds to determine its reportable segments The standard is effective for fiscal years beginning after  December 15, 2023, including interim periods within those fiscal years beginning after  December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and does not expect a material impact upon adoption.


 

     
  

 2.   PROPERTY, PLANT AND EQUIPMENT, NET 

 
Property, plant and equipment, net at  April 27, 2024 and  April 29, 2023 consisted of the following:
 

   (In thousands)  
   2024    2023  
 Land  $9,835  $9,835 
 Buildings and improvements   71,754   70,615 
 Machinery and equipment   314,079   289,567 
 Total   395,668   370,017 
 Less: accumulated depreciation   (235,938)  (221,594)
 Property, plant and equipment, net  $159,730  $148,423 


 
Depreciation expense was $18.9 million, $17.7 million and $15.8 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
 




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 3.   ACCRUED LIABILITIES 

 
Accrued liabilities at  April 27, 2024 and  April 29, 2023 consisted of the following:
 

   (In thousands)  
   2024    2023  
 Accrued promotions  $18,826  $15,865 
 Accrued compensation   13,920   13,036 
 Recycling deposits   5,743   5,123 
 Accrued insurance   2,687   2,498 
 Accrued freight   2,262   2,819 
 Other   3,127   7,977 
 Total  $46,565  $47,318 


 


     
  

 4.   LEASES 

 
The Company has entered into various non-cancelable operating lease agreements for certain of our offices, buildings, machinery and equipment expiring at various dates through  July 2035. The Company does not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do not contain material residual value guarantees or material restrictive covenants. Operating lease cost was $15.9 million, $14.4 million and $14.5 million in Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. As of  April 27, 2024, the weighted-average remaining lease term and weighted average discount rate of operating leases were 4.80 years and 4.30%, respectively. As of  April 29, 2023, the weighted-average remaining lease term and weighted average discount rate of operating leases were 4.34 years and 3.30%, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $15.4 million, $14.3 million and $14.7 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
 
The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases at  April 27, 2024:
 

  (In thousands) 
 Fiscal 2025  $15,068 
 Fiscal 2026   13,382 
 Fiscal 2027   11,847 
 Fiscal 2028   6,946 
 Fiscal 2029   5,770 
 Thereafter   8,156 
 Total minimum lease payments including interest   61,168 
 Less: Amounts representing interest   (6,401)
 Present value of minimum lease payments   54,767 
 Less: Current portion of operating lease liabilities   (13,079)
 Non-current portion of operating lease liabilities  $41,688 


 




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 5.   DEBT 

 
At  April 27, 2024, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from  October 28, 2024 to  May 30, 2025 and any borrowings would currently bear interest at 1.05% above the Secured Overnight Financing Rate (“SOFR”). There were no borrowings outstanding under the Credit Facilities at  April 27, 2024 or  April 29, 2023. At  April 27, 2024, $2.2 million of the Credit Facilities was reserved for standby letters of credit and $97.8 million was available for borrowings.
 
On  December 21, 2021, a subsidiary of the Company entered into an unsecured revolving term loan facility with a national bank aggregating $50 million (the “Loan Facility”). There were no borrowings outstanding under the Loan Facility at  April 27, 2024 or  April 29, 2023. The Loan Facility expires  December 31, 2025 and borrowings would bear interest at 1.05% above the adjusted daily SOFR.
 
The Credit Facilities and Loan Facility require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the credit agreements) and contain other restrictions, none of which are expected to have a material effect on our operations or financial position. At  April 27, 2024, the subsidiary was in compliance with all loan covenants.
 


     
  

 6.   CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES 

 
The Company paid a special cash dividend on Common Stock of approximately $280 million on each of  December 29, 2021 and  January 29, 2021 at $3.00 per share. See Note 13 – Subsequent Event for cash dividend declared subsequent to year end.
 
The Company is a party to a management agreement with Corporate Management Advisors, Inc. (CMA), a corporation owned by our Chairman and Chief Executive Officer. This agreement was originated in 1991 for the efficient use of management of two public companies at the time. In 1994, one of those public entities, through a merger, was no longer managed in this manner.
 
Under the terms of the agreement, CMA provides, subject to the direction and supervision of the Board of Directors of the Company, (i) senior corporate functions (including supervision of the Company’s financial, legal, executive recruitment, internal audit and information systems departments) as well as the services of a Chief Executive Officer and Chief Financial Officer and (ii) services in connection with acquisitions, dispositions and financings by the Company, including identifying and profiling acquisition candidates, negotiating and structuring potential transactions and arranging financing for any such transaction. CMA, through its personnel, also provides, to the extent possible, the stimulus and creativity to develop an innovative and dynamic persona for the Company, its products and corporate image. In order to fulfill its obligations under the management agreement, CMA employs numerous individuals, who, acting as a unit, provide management, administrative and creative functions for the Company.
 
CMA and the Company are joint owners of a corporate aircraft and pursuant to a joint ownership agreement, each party agreed to pay certain expenses associated with the use of the aircraft. During the past three years, the joint operating costs have averaged approximately $1.1 million per year.  In Fiscal 2022, the Company paid $0.4 million to acquire its ownership interest from the lessor and lease payments ended.
 
The management agreement provides that the Company will pay CMA an annual base fee equal to one percent of the consolidated net sales of the Company and further provides that the Compensation and Stock Option Committee and the Board of Directors  may from time-to-time award additional incentive compensation to CMA or its personnel. The Board of Directors on various occasions contemplated incentive compensation to CMA, however, since the inception of this agreement, no incentive compensation has been paid. We incurred management fees to CMA of $11.9 million, $11.7 million and $11.4 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. At  April 27, 2024 and  April 29, 2023, current liabilities included amounts due to CMA of $3.0 million and $2.9 million, respectively.
 




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 7.   DERIVATIVE FINANCIAL INSTRUMENTS 

 
From time to time, the Company enters into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum containers. Such financial instruments are designated and accounted for as cash flow hedges. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into cost of sales in the period in which the hedged transaction affects earnings. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI:         
 

   (In thousands)  
   Fiscal    Fiscal    Fiscal  
   2024    2023    2022  
 Recognized in AOCI-             
 (Loss) gain before income taxes  $(425) $(21,100) $15,105 
 Less: income tax (benefit) provision   (111)  (5,047)  3,613 
 Net   (314)  (16,053)  11,492 
 Reclassified from AOCI to cost of sales-             
 (Loss) gain before income taxes   (10,805)  (7,785)  10,001 
 Less: income tax (benefit) provision   (2,581)  (1,862)  2,391 
 Net   (8,224)  (5,923)  7,610 
 Net change to AOCI  $7,910  $(10,130) $3,882 


 
As of  April 27, 2024, the total notional amount of our outstanding aluminum swap contracts was $52.4 million and, assuming no change in the commodity prices, $5.7 million of unrealized gain before tax will be reclassified from AOCI and recognized into earnings over the next 12 months.
 
As of  April 27, 2024, the fair value of the derivative asset was $5.7 million, which was included in prepaid and other assets. As of  April 29, 2023, the fair value of the derivative liability, which was included in accrued liabilities, was $4.6 million. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 as defined by the fair value hierarchy as they are observable market-based inputs or unobservable inputs that are corroborated by market data.
 


     
  

 8.   INCOME TAXES 

 
The provision for income taxes consisted of the following:
 

   (In thousands)  
   Fiscal    Fiscal    Fiscal  
   2024    2023    2022  
 Current  $49,683  $48,287  $42,555 
 Deferred   3,433   (4,009)  6,529 
 Total  $53,116  $44,278  $49,084 


 




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Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements. Valuation allowances are established to reduce the carrying amounts of deferred tax assets when it is deemed more likely than not that the benefit of deferred tax assets will not be realized. Deferred tax assets and liabilities at  April 27, 2024 and  April 29, 2023 consisted of the following:     
                                         

   (In thousands)  
   2024    2023  
 Deferred tax assets:         
 Accrued expenses and other  $3,923  $4,671 
 Inventory and amortizable assets   575   545 
 Total deferred tax assets   4,498   5,216 
 Deferred tax liabilities:         
 Property   25,002   23,715 
 Intangibles and other   2,743   1,315 
 Total deferred tax liabilities   27,745   25,030 
 Deferred tax liabilities, net  $23,247  $19,814 


 
The reconciliation of the statutory federal income tax rate to our effective tax rate is as follows:
 

   Fiscal    Fiscal    Fiscal  
   2024    2023    2022  
 Statutory federal income tax rate   21.0%  21.0%  21.0%
 State income taxes, net of federal benefit   2.8   2.9   2.9 
 Other differences   ( 0.7)  (0.2)  (0.3)
 Effective income tax rate   23.1%  23.7%  23.6%


 
At  April 27, 2024, the gross amount of unrecognized tax benefits was $2.1 million. During Fiscal 2024, the income tax expense recognized related to uncertain tax positions was immaterial. If the Company were to prevail on all uncertain tax positions, the net effect would be to reduce our income tax expense by approximately $1.7 million. A reconciliation of the changes in the gross amount of unrecognized tax benefits, which amounts are included in other liabilities in the accompanying consolidated balance sheets, is as follows:
 

   (In thousands)  
   2024    2023    2022  
 Beginning balance  $2,096  $2,079  $2,055 
 Increases due to current period tax positions   60   75   114 
 Decreases due to lapse of statute of limitations and audit resolutions   (26)  (58)  (90)
 Ending balance  $2,130  $2,096  $2,079 


 
Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. At  April 27, 2024, unrecognized tax benefits included accrued interest of $0.3 million. During Fiscal 2024, the interest and penalties related to uncertain tax positions recognized in income tax expense was immaterial.
 
Annual income tax returns are filed in the United States and in various state and local jurisdictions. A number of years  may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, are resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that unrecognized tax benefits reflect the most probable outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of any particular uncertain tax position could require the use of cash and an adjustment to our provision for income taxes in the period of resolution. Federal income tax returns for years subsequent to Fiscal 2018 are subject to examination. Generally, the income tax returns for the various state jurisdictions are subject to examination for years ending after Fiscal 2017.
 


     
  

 9.   LEGAL PROCEEDINGS 

 
The Company has been named in certain legal proceedings, including those containing class action allegations. The Company is vigorously defending all legal proceedings and believes litigation will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

 




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 10.   STOCK-BASED COMPENSATION 

 
Our stock-based compensation program is a broad-based program designed to attract and retain personnel while also aligning participants’ interests with the interests of the shareholders.
 
The 1991 Omnibus Incentive Plan (the “Omnibus Plan”) provides for compensatory awards consisting of (i) stock options or stock awards for up to 9,600,000 shares of common stock, (ii) stock appreciation rights, dividend equivalents, other stock-based awards in amounts up to 9,600,000 shares of common stock and (iii) performance awards consisting of any combination of the above. The Omnibus Plan is designed to provide an incentive to officers and certain other key employees and consultants by making available to them an opportunity to acquire a proprietary interest or to increase such interest in National Beverage. The number of shares or options which  may be issued under stock-based awards to an individual is limited to 3,360,000 during any year. Awards  may be granted for no cash consideration or such minimal cash consideration as  may be required by law. Options generally have an exercise price equal to the fair market value of our common stock on the date of grant, vest over a five-year period and expire after ten years.
 
The Special Stock Option Plan provides for the issuance of stock options to purchase up to an aggregate of 3,600,000 shares of common stock. Options  may be granted for such consideration as determined by the Board of Directors. The vesting schedule and exercise price of these options are tied to the recipient’s ownership level of common stock, the terms generally allow for the reduction in exercise price upon each vesting period and the options generally expire after ten years. Also, the Board of Directors authorized the issuance of options to purchase up to 100,000 shares of common stock to be issued at the direction of the Chairman.
 
The Key Employee Equity Partnership Program (“KEEP Program”) provides for the granting of stock options to purchase up to 480,000 shares of common stock to key employees, consultants, directors and officers. Participants who purchase shares of stock in the open market receive grants of stock options equal to 50% of the number of shares purchased, up to a maximum of 12,000 shares in any two-year period. Options under the KEEP Program are forfeited in the event of the sale of shares used to acquire such options. Options are granted at an initial exercise price of 60% of the purchase price paid for the shares acquired, the exercise price reduces to the par value of the common stock at the end of the six-year vesting period and the options generally expire after ten years.
 
Stock options are accounted for under the fair value method of accounting using a Black-Scholes valuation model to estimate the stock option fair value at date of grant. The fair value of stock options is amortized to expense over the vesting period. The Company estimates expected forfeitures based upon historical experience. No stock options were granted in Fiscal 2024 or Fiscal 2023. In Fiscal 2022, stock options for 30,000 shares were granted with a weighted-average grant date fair value of $6.91. The weighted average Black-Scholes fair value assumptions for stock options granted in Fiscal 2022 were as follows: weighted average expected life of 6.5 years; weighted average expected volatility of 20.74%; weighted average risk-free interest rate of .82%; and expected dividend yield of 2.48%. The expected life of stock options was estimated based on historical experience.  The expected volatility was estimated based on historical stock prices for a period consistent with the expected life of stock options. The risk-free interest rate was based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of stock options.
 
The following is a summary of stock option activity for Fiscal 2024:
 

   Number of Shares    Price (a)  
 Options outstanding, beginning of year   521,300  $18.13 
 Granted   -   - 
 Exercised   (215,000) $6.12 
 Forfeited or cancelled   (6,400) $31.49 
 Options outstanding, end of year   299,900  $25.48 
 Options vested and exercisable, end of year   164,580  $23.40 


 

(a) Weighted average exercise price.
 
Stock-based compensation expense was $0.9 million, $0.7 million, $0.7 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. The total income tax benefits related to stock-based compensation were $1.7 million, $0.2 million and $0.4 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively. Stock-based income tax benefits realized from stock option exercises aggregated $1.5 million, $0.1 million and $0.3 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
 




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The total intrinsic value for stock options exercised was $9.1 million, $0.4 million and $1.4 million for Fiscal 2024, Fiscal 2023 and 2022, respectively. Cash proceeds from the exercise of stock options were $1.3 million, $0.3 million and $0.3 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
 
At  April 27, 2024, unrecognized compensation expense related to the unvested portion of stock options was $1.4 million, which is expected to be recognized over a remaining weighted average period of 1.6 years. The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at  April 27, 2024 was 5.4 years and $5.5 million, respectively. The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at  April 27, 2024 was 4.7 years and $3.3 million, respectively.
 


     
  

 11.   PENSION PLANS 

 
The Company contributes to certain pension plans under collective bargaining agreements and to a discretionary profit sharing plan. Annual contributions (including contributions to multi-employer plans reflected below) were $3.8 million, $3.8 million and $4.0 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
 
The Company participates in three multi-employer defined benefit pension plans with respect to certain collective bargaining agreements. If the Company chooses to stop participating in the multi-employer plan or if other employers choose to withdraw to the extent that a mass withdrawal occurs, the Company could be required to pay the plan a withdrawal liability based on the underfunded status of the plan.
 
Summarized below is certain information regarding the Company’s participation in significant multi-employer pension plans including the financial improvement plan or rehabilitation plan status (“FIP/RP Status”) and the zone status under the Pension Protection Act (“PPA”). The most recent PPA zone status available in Fiscal 2024 and Fiscal 2023 is for the plans’ years ending  December 31, 2022 and 2021, respectively.
 
  PPA Zone Status    
Pension Fund  Fiscal 2024   Fiscal 2023  FIP/RP Status  Surcharge Imposed 
Central States, Southeast and Southwest Areas Pension Plan (EIN no. 36-6044243) (the “CSSS Fund”) Red Red Implemented Yes
Western Conference of Teamsters Pension Trust Fund (EIN no. 91-6145047) (the “WCT Fund”) Green Green Not Applicable No

 
For the plan years ended  December 31, 2022 and  December 31, 2021, the Company was not listed in the Form 5500 Annual Returns as providing more than 5% of the total contributions for the above plans. The collective bargaining agreement for employees in the CSSS Fund expires on  October 18, 2026. The collective bargaining agreement for employees in the WCT Fund expired on  May 14, 2024 and is currently being negotiated.
 
The Company’s contributions for all multi-employer pension plans for the last three fiscal years are as follow:
 

   (In millions)  
   Fiscal    Fiscal    Fiscal  
 Pension Fund   2024    2023    2022  
 CSSS Fund  $1.6  $1.6  $1.5 
WCT Fund  0.8   0.8   0.8 
 Other multi-employer pension funds   0.2   0.2   0.2 
 Total  $2.6  $2.6  $2.5 


 




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 12.   COMMITMENTS AND CONTINGENCIES  

 
The Company enters into various agreements with suppliers for the purchase of raw materials, the terms of which  may include variable or fixed pricing and minimum purchase quantities. At  April 27, 2024, the Company had purchase commitments for raw materials of $35.4 million through 2026.
 
At  April 27, 2024, the Company had purchase commitments for plant and equipment of $3.7 million anticipated to be completed in Fiscal 2025.
 


     
  

 13.   SUBSEQUENT EVENT  

 
On  June 12, 2024, the Company's board of directors declared a special cash dividend of $3.25 per share. The special cash dividend will be paid on or before  July 24, 2024 to shareholders of record on  June 24, 2024.
 




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 14.  RESTATEMENT 

 
The Company identified corrections required to be made to its consolidated statements of cash flows for Fiscal 2023 and Fiscal 2022 and all quarterly periods within each of the three year period ended  April 27, 2024, as the controls did not operate at a level precise enough to detect errors in certain calculations within the Consolidated Statements of Cash Flows and the presentation of right-of-use assets obtained in exchange for lease liabilities as supplemental non-cash items. These corrections do not impact the overall financial statements and “Net Cash Provided By Operating Activities”. These corrections do not impact the Company’s overall cash position, its consolidated balance sheets, its consolidated statements of income, its consolidated statements of  comprehensive income, or its consolidated statements of changes in stockholders’ equity as of or for Fiscal 2023, Fiscal 2022 and all quarterly periods within each of the three year period ended  April 27, 2024.
 
A summary of the impact on the consolidated statement of cash flows is as follows (in thousands):
 

   Fiscal Year Ended April 29, 2023    Fiscal Year Ended April 30, 2022  
 Operating Activities:   As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated  
 Operating lease right-of-use asset  $(23,495) $23,495  $-  $(6,054) $6,054  $- 
 Prepaid and other assets   15,472   (7,197)  8,275   (5,084)  (8,713)  (13,797)
 Accrued and other liabilities   (4,256)  7,197   2,941   (12,444)  8,713   (3,731)
 Operating lease liabilities   10,281   (23,495)  (13,214)  (7,170)  (6,054)  (13,224)
 Net cash provided by operating activities   161,665   -   161,665   133,133   -   133,133 
 Right-of- use assets obtained in exchange for lease liabilities  $-  $23,495   23,495  $-  $6,054  $6,054 


 

   Three Months Ended July 29, 2023    Six Months Ended October 28, 2023    Nine Months Ended January 27, 2024  
 Operating Activities:   As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated  
 Operating lease right-of-use asset  $(3,589) $3,589  $-  $(11,877) $11,877  $-  $(27,905) $27,905  $- 
 Prepaid and other assets   1,475   84   1,559   (600)  (5,817)  (6,417)  (3,186)  (8,600)  (11,786)
 Accrued and other liabilities   9,562   (84)  9,478   (4,205)  5,817   1,612   (7,485)  8,600   1,115 
 Operating lease liabilities   287   (3,589)  (3,329)  3,586   (11,877)  (8,291)  16,629   (27,905)  (11,276)
 Net cash provided by operating activities   70,143   -   70,143   102,059   -   102,059   137,465   -   137,465 
 Right-of-use assets obtained in exchange for lease liabilities  $-  $3,589  $3,589  $-  $11,877  $11,877  $-  $27,905  $27,905 


 

   Three Months Ended July 30, 2022    Six Months Ended October 29, 2022    Nine Months Ended January 28, 2023  
 Operating Activities:   As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated  
 Operating lease right-of-use asset  $(12,468) $12,468  $-  $(16,132) $16,132  $-  $(19,539) $19,539  $- 
 Prepaid and other assets   11,656   53   11,709   3,187   (770)  2,417   1,832   2,264   4,096 
 Accrued and other liabilities   (344)  (53)  (397)  (1,566)  770   (796)  5,271   (2,264)  3,007 
 Operating lease liabilities   9,310   (12,468)  (3,158)  9,597   (16,132)  (6,535)  9,633   (19,539)  (9,906)
 Net cash provided by operating activities   40,617   -   40,617   82,238   -   82,238   112,253   -   112,253 
 Right-of-use assets obtained in exchange for lease liabilities  $-  $12,468  $12,468  $-  $16,132  $16,132  $-  $19,539  $19,539 


 

   Three Months Ended July 31, 2021    Six Months Ended October 30, 2021    Nine Months Ended January 29, 2022  
 Operating Activities:   As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated    As Reported    Adjustments    As Restated  
 Operating lease right-of-use asset  $(924) $924  $-  $(1,594) $1,594  $-  $(5,827) $5,827  $- 
 Prepaid and other assets   (106)  1,506   1,400   510   (2,472)  (1,962)  (4,730)  (2,489)  (7,219)
 Accrued and other liabilities   12,509   (1,506)  11,003   (9,545)  2,472   (7,073)  (7,724)  2,489   (5,235)
 Operating lease liabilities   (2,192)  (924)  (3,116)  (5,093)  (1,594)  (6,687)  (4,250)  (5,827)  (10,077)
 Net cash provided by operating activities   56,658   -   56,658   85,964   -   85,964   92,552   -   92,552 
 Right-of-use assets obtained in exchange for lease liabilities  $-  $924  $924  $-  $1,594  $1,594  $-  $5,827  $5,827 


 




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Report of Independent Registered Public Accounting Firm
 
To the Shareholders and the Board of Directors of National Beverage Corp.
 
 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of National Beverage Corp. and subsidiaries (the Company) as of April 27, 2024 and April 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended April 27, 2024, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 27, 2024 and April 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 27, 2024, in conformity with accounting principles generally accepted in the United States of America.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated June 26, 2024, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
 
Emphasis of Matter 
As discussed in Note 14 to the financial statements, the 2023 and 2022 financial statements have been restated to correct misstatements.
 
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
 
 
/s/ RSM US LLP
 
We have served as the Company's auditor since 2006.
 
Fort Lauderdale, Florida
June 26, 2024
 




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 ITEM 9. 
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 



 
Not applicable.
 
 




 ITEM 9A. 
 CONTROLS AND PROCEDURES 



 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of April 27, 2024. Based on that evaluation, our chief executive officer and our principal financial officer concluded that these disclosure controls and procedures were not effective due to the material weakness described below.  Notwithstanding the identified material weakness, the Company’s management, including our chief executive officer and principal financial officer, has concluded the Company’s consolidated financial statements included in this Form 10-K present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. generally accepted accounting principles.
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Management assessed the effectiveness of our internal control over financial reporting as of April 29, 2023 and April 30, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded at the time the respective 10-Qs and 10-Ks were filed that our internal control over financial reporting was effective based on those criteria. Subsequent to that assessment, management identified a material weakness in internal controls as described below.
 
Material Weakness
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified a material weakness in our internal financial reporting controls over the review of the Consolidated Statements of Cash Flows, including operating lease disclosures and presentation at January 27, 2024, October 28, 2023 and July 29, 2023, and for Fiscal 2023, Fiscal 2022.  The controls did not operate at a level precise enough to detect errors in certain calculations within the Consolidated Statements of Cash Flows and the presentation of right-of-use assets obtained in exchange for lease liabilities as supplemental non-cash items.
 
Remediation
 
The Company’s management has implemented additional review procedures to enhance our internal control over financial reporting with respect to reporting cash flows.  These procedures include the hiring of additional financial professions to review the calculations underlying the cash flow presentation, enhanced procedures for assuring that right-of-use assets are reported on a timely basis by subsidiary personnel and additional quarter-end reviews of operating lease liabilities.  Management believes that implementation of these procedures will remediate the internal control weakness over financial reporting but will continue to monitor the applicable controls for a sufficient period of time to determine that these controls are operating effectively.
 
Changes in Internal Control Over Financial Reporting
 
Except as described above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Notwithstanding the identified material weakness described above, management believes that the consolidated financial statements included present fairly in all material respects our consolidated financial position, results of operations and cash flows for the period presented.
 




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Report of Independent Registered Public Accounting Firm
 
 
To the Shareholders and the Board of Directors of National Beverage Corp.
 
 
Opinion on the Internal Control Over Financial Reporting
We have audited National Beverage Corp. 's (the Company) internal control over financial reporting as of April 27,2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 27, 2024 and April 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended April 27, 2024, and the related notes (collectively, the financial statements) of the Company and our report dated June 26, 2024, expressed an unqualified opinion.
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. The Company has ineffective financial reporting controls over the review of the statement of cash flows, including operating lease disclosures and presentation. The controls also did not operate at a level precise enough to detect other errors in calculations and formulas and as a result did not detect differences between classifications within the statement of cash flows and the presentation of right-of-use assets obtained in exchange for lease liabilities as supplemental non-cash items.. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 financial statements, and this report does not affect our report dated June 26, 2024, on those financial statements.
 
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ RSM US LLP
 
Fort Lauderdale, Florida
June 26, 2024
 





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 ITEM 9B.  OTHER INFORMATION 

 
Not applicable.


     
  
 
 




 ITEM 9C. 
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.  



 
Not applicable.
 




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PART III
 
 




 ITEM 10. 
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 



 
The information required by Item 10 will be included under the captions “Election of Directors”, “Information as to Nominees and Other Directors”, “Information Regarding Meetings and Committees of the Board” and “Reporting Compliance” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.
 
The following table sets forth certain information with respect to the officers of the Registrant at April 27, 2024:
 



Name
 
Age
   
Position with Company


 
 
 
 
 


 Nick A. Caporella(1) 
 
 88 
 
 Chairman of the Board and Chief Executive Officer 


 
 
 
 
 


 Joseph G. Caporella(2) 
 
 63 
 
 President 


 
 
 
 
 


 George R. Bracken(3) 
 
 78 
 
 Executive Vice President – Finance 



_______________________________



 (1) 
 Mr. Nick A. Caporella has served as Chairman of the Board, Chief Executive Officer and Director since the Company’s inception in 1985. Also, he serves as Chairman of the Nominating Committee. Since 1992, Mr. Caporella’s services have been provided to the Company by Corporate Management Advisors, Inc., a company he owns. 






 (2) 
 Mr. Joseph G. Caporella has served as President since September 2002 and, prior to that, as Executive Vice President and Secretary since January 1991. Also, he has served as a Director since January 1987. Joseph G. Caporella is the son of Nick A. Caporella. 






 (3) 
 Mr. George R. Bracken has served as Executive Vice President - Finance since July 2012. Previously, he served as Senior Vice President – Finance from October 2000 to July 2012 and Vice President and Treasurer from October 1996 to October 2000. Since 1992, Mr. Bracken’s services have been provided to the Company by Corporate Management Advisors, Inc. 



 
Officers are normally appointed each year at the first meeting of the Board of Directors after the annual meeting of shareholders and may be removed at any time by the Board of Directors.
 
 




 ITEM 11. 
 EXECUTIVE COMPENSATION 



 
 
The information required by Item 11 will be included under the captions “Executive Compensation and Other Information” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.
 
 




 ITEM 12. 
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 



 
The information required by Item 12 will be included under the captions “Security Ownership” and “Equity Compensation Plan Information” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.
 




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 ITEM 13. 
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE 



 
The information required by Item 13 will be included under the captions “Certain Relationships and Related Party Transactions” and “Information Regarding Meetings and Committees of the Board” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.
 
 




 ITEM 14. 
 PRINCIPAL ACCOUNTING FEES AND SERVICES 



 
The information required by Item 14 will be included under the caption “Independent Auditors” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.
 
 
PART IV
 
 




 ITEM 15. 
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES 



 



(a)
The following documents are filed as part of this report: 
Page


 
1.
Financial Statements
 


 
 
Consolidated Balance Sheets
18


 
 
Consolidated Statements of Income
19


 
 
Consolidated Statements of Comprehensive Income
20


 
 
Consolidated Statements of Shareholders’ Equity
21


 
 
Consolidated Statements of Cash Flows
22


 
 
Notes to Consolidated Financial Statements
23


 
 
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)
35


 
 
 
 


 
2.
Financial Statement Schedules
NA


 
 
 
 


 
3.
Exhibits
 


 
 
See Exhibit Index which follows.
 



 
 
ITEM 16.         Form 10-K Summary
 
None.
 




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EXHIBIT INDEX
 



 Exhibit   No.  
Description


 
 


 3.1 
 Restated Certificate of Incorporation(1) 


 
 


 3.2 
 Amended and Restated By-Laws(2) 


 
 


 3.3 
 Certificate of Designation of the Special Series D Preferred Stock of the Company(3) 


 
 


4
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934(14)


 
 


 10.1 
 Management Agreement between the Company and Corporate Management Advisors, Inc.(4)* 


 
 


 10.2 
 National Beverage Corp. Investment and Profit Sharing Plan(5) * 


 
 


 10.3 
 National Beverage Corp. 1991 Omnibus Incentive Plan(4) * 


 
 


 10.4 
 National Beverage Corp. 1991 Stock Purchase Plan(4) * 


 
 


 10.5 
 Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan(6) * 


 
 


 10.6 
 National Beverage Corp. Special Stock Option Plan(7) * 


 
 


 10.7 
 Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan(8) * 


 
 


 10.8 
 National Beverage Corp. Key Employee Equity Partnership Program(8) * 


 
 


 10.9 
 Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc. and lender therein(9) 


 
 


 10.10 
 Amendment to National Beverage Corp. Special Stock Option Plan(10) * 


 
 


 10.11 
 Amendment to National Beverage Corp. Key Employee Equity Partnership Program(10)* 


 
 


 10.12 
 Amended and Restated Credit Agreement dated January 5, 2022 between NewBevCo and lender therein(11) 


 
 


10.13
Loan Agreement dated December 21, 2021 between NewBevCo, Inc. and lender therein(11)


 
 


 10.14 
 Second Amended and Restated Credit Agreement between NewBevCo, Inc. and lender therein(12) 


 
 


 10.15 
 Amendment to Loan Agreement dated November 15, 2023 between NewBevCo, Inc. and lender therein(14) 


 
 


19
National Beverage Corp. Insider Trading Policy (15)


 
 


 21 
 Subsidiaries of Registrant (15) 


 
 


23
Consent of Independent Registered Public Accounting Firm (15)


 
 


 31.1 
 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(15) 



 




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 31.2 
 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(15) 


 
 


32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(15)


 
 


32.2
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(15)


 
 


97
National Beverage Corp. Compensation Clawback Policy (15) *


 
 


101
The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended April 27, 2024 is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.


 
 


 104 
 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 



 

 



 * 
 Indicates management contract or compensatory plan or arrangement. 



 



 (1) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Schedule 14C Information Statement dated June 26, 2018 and is incorporated herein by reference. 



 



 (2) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated July 23, 2018 and is incorporated herein by reference. 



 



 (3) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated January 31, 2013 and is incorporated herein by reference. 



 



 (4) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form S-1 Registration Statement (File No. 33-38986) on July 26, 1991 and is incorporated herein by reference. 



 



 (5) 
 Previously filed with the Securities and Exchange Commission as an exhibit to the Form S-1 Registration Statement (File No. 33-38986) on February 19, 1991 and is incorporated herein by reference 



 



 (6) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended April 27, 1996 and is incorporated herein by reference. 



 



 (7) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Registration Statement on Form S-8 (File No. 33-95308) on August 1, 1995 and is incorporated herein by reference. 



 



 (8)  
 Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 1997 and is incorporated herein by reference. 



 



 (9)  
 Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2011 and is incorporated herein by reference. 



 



 (10) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 31, 2009 and is incorporated herein by reference. 



 



 (11) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2022 and is incorporated herein by reference. 



 



 (12) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 29, 2022 and is incorporated herein by reference. 



 



 (13) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference. 



 



 (14) 
 Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 28, 2023 and is incorporated herein by reference. 



 



 (15) 
 Filed herewith. 



 




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SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 



   
 NATIONAL BEVERAGE CORP. 
   


   
   
   
   


   
 By:  
 /s/ George R. Bracken 
   


   
   
 George R. Bracken 
   


   
   
 Executive Vice President – Finance 
   


 
 
(Principal Financial Officer and Principal Accounting Officer)
 


 
 
Date: June 26, 2024
 



 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 26, 2024.
 
 



/s/ Nick A. Caporella
 
/s/ Cecil D. Conlee
 


Nick A. Caporella
 
Cecil D. Conlee
 


Chairman of the Board and
 
Director
 


Chief Executive Officer
 
 
 


 
 
 
 


/s/ Joseph G. Caporella
 
/s/ Samuel C. Hathorn, Jr.
 


Joseph G. Caporella
 
Samuel C. Hathorn, Jr.
 


President and Director
 
Director
 


 
 
 
 


/s/ George R. Bracken
 
/s/ Stanley M. Sheridan
 


George R. Bracken
 
Stanley M. Sheridan
 


Executive Vice President – Finance
 
Director
 


(Principal Financial Officer and Principal Accounting Officer)
 
 
 



 




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